FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Patel Ajay 2. Issuer Name and Ticker or Trading Symbol Assertio Holdings, Inc. [ ASRT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP and CAO
(Last)         (First)         (Middle)
C/O ASSERTIO HOLDINGS, INC., 100 SOUTH SAUNDERS ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
2/11/2022
(Street)
LAKE FOREST, IL 60045
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  2/11/2022    M    47349  A $0  74389  D   
Common Stock  2/11/2022    F    21612 (1) D $2.52  52777 (2) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units  $0.0 (3) 2/11/2022    M        47349    (4) 2/11/2024  Common Stock  47349.0  $0 (5) 94697  D   

Explanation of Responses:
(1)  Represents shares of common stock withheld for payment of taxes upon the vesting of restricted stock units.
(2)  Includes 1500 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan.
(3)  Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock.
(4)  One-third of these restricted stock units are scheduled to vest on each of February 11, 2022, 2023 and 2024, assuming continued employment through the applicable vesting date.
(5)  The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Patel Ajay
C/O ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, IL 60045


SVP and CAO

Signatures
/s/ Sam Schlessinger, attorney in fact for Ajay Patel 2/14/2022
**Signature of Reporting Person Date
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